1.Introduction & Acceptance
These Terms of Service (the “Terms”) form a binding agreement between you, the merchant or business entity using the Services (“you”, “your” or “Merchant”), and Lumiria LLC, a North Carolina limited liability company doing business as securepayAPI (“securepayAPI”, “we”, “us” or “our”).
By creating an account, accessing the dashboard, integrating the API, or otherwise using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and the terms “you” and “Merchant” refer to that entity. If you do not have such authority or do not agree to these Terms, you may not use the Services.
We may amend these Terms from time to time. If we make a material change, we will give you notice by email or through the dashboard at least thirty (30) days before the change takes effect, except where a shorter period is required by law, the Network Rules, or to address a security or legal risk. Your continued use of the Services after the effective date constitutes acceptance of the amended Terms.
2.Definitions
The capitalized terms below have the meanings given in this Section.
- Acquirer — a bank or financial institution that processes Card Transactions on behalf of securepayAPI and the applicable Card Networks.
- Affiliate — any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- Card — a credit, debit, prepaid, or stored-value card issued by a member of a Card Network.
- Card Network — Visa, Mastercard, American Express, Discover, JCB, UnionPay, and other card networks supported by securepayAPI.
- Chargeback — a reversal of a Card Transaction initiated by a cardholder or issuing bank pursuant to the Network Rules.
- Customer — an end user, cardholder, or payer who completes a Transaction with you using the Services.
- Customer Data — Personal Data and other information about Customers that we Process on your behalf in connection with the Services.
- Documentation — the technical, integration, and policy documentation we make available, including API references and developer guides.
- Fees — the amounts payable by you for use of the Services as set out in your dashboard pricing page or a written order form.
- Network Rules — the bylaws, rules, regulations, operating standards, and policies of the Card Networks and other payment systems, as amended from time to time.
- Personal Data — information relating to an identified or identifiable natural person, as defined under applicable data-protection law.
- Reserve — funds held back by securepayAPI to secure your obligations under these Terms, as described in Section 7.
- Services — the securepayAPI payment processing platform, APIs, dashboard, hosted payment pages, fraud-detection tools, reporting tools, and related services we make available to you.
- Settlement Account — the bank account you designate to receive Settlement Funds.
- Settlement Funds — net proceeds payable to you after deducting Fees, Refunds, Chargebacks, Reserves, and any other amounts owed to securepayAPI or third parties.
- Transaction — a payment, refund, payout, or other movement of funds processed through the Services.
3.The Services
Subject to these Terms, securepayAPI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services solely for your internal business purposes to accept Transactions from your Customers.
securepayAPI provides payment-facilitation, gateway, and related ancillary services. We are not a bank, and we do not extend credit, accept deposits, or hold funds on a fiduciary basis. Funds settled to you are processed through Acquirers, sponsor banks, and other regulated financial-services partners. We may engage Affiliates and third-party service providers (including cloud providers, fraud vendors, and payout partners) to perform the Services.
We may improve, modify, or discontinue features of the Services at any time. We will use commercially reasonable efforts to give you advance notice of any material adverse change.
You are responsible for: (i) the accuracy and lawfulness of the data you submit through the Services; (ii) all Transactions initiated under your account; (iii) acquiring and maintaining all hardware, software, and connectivity needed to use the Services; and (iv) the security of your API keys, dashboard credentials, and any related authentication artefacts.
4.Onboarding, KYC & Underwriting
Before we activate your account for live Transactions, you must complete our onboarding process, which includes “Know Your Customer” (KYC), “Know Your Business” (KYB), and underwriting reviews required by law, the Network Rules, and our banking partners.
You agree to provide, and to keep current, accurate and complete information about: (a) your legal entity and registration details; (b) your beneficial owners and control persons (and to submit identification documents for them); (c) your principal place of business; (d) the nature of your business and the products or services you sell; (e) your website, mobile applications, and other sales channels; (f) your bank account details for Settlement; and (g) any other information we reasonably request.
You authorize securepayAPI and our service providers to make inquiries we consider necessary to verify your identity and the identity of your representatives, beneficial owners, and principals, including obtaining credit reports and consumer reports, and to share information about you with Acquirers, sponsor banks, and Card Networks.
We may, in our sole discretion, decline to onboard you, decline a particular Transaction, require additional information at any time, impose Transaction or volume limits, or terminate this Agreement under Section 14 if we determine that the risk presented by your business is unacceptable.
5.Permitted Use & Prohibited Activities
You may use the Services only for lawful business activities that comply with these Terms, the Documentation, the Acceptable Use Policy, the Restricted Businesses list, the Network Rules, and all applicable laws, including U.S. economic-sanctions, anti-money-laundering, and consumer-protection laws.
You shall not, and shall not permit any third party to:
- submit Transactions that are fraudulent, unauthorized, or do not represent a bona fide sale of goods or services;
- use the Services to launder funds, evade taxes, or finance terrorism or other illicit activity;
- process Transactions on behalf of any third party (factoring, aggregation, or transaction laundering) unless explicitly authorized in writing by securepayAPI;
- use the Services in connection with goods, services, or content prohibited by the Restricted Businesses list;
- circumvent, disable, or interfere with security features of the Services, or probe, scan, or test the vulnerability of any system;
- reverse-engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law;
- use the Services in a manner that imposes a disproportionately large load on our infrastructure, or that constitutes abuse;
- misrepresent the price, currency, or nature of goods or services to a Customer; or
- use the Services in a country or for a Customer subject to U.S. or other applicable economic sanctions.
You must not change the nature of your business, your product offering, your sales channels, or your average ticket size or volume materially without first notifying us in writing. We may require re-underwriting before continuing to process Transactions for the changed activity.
6.Fraud Controls & Risk Management
You acknowledge that payment fraud is a real and continuing risk and that the Services include fraud-detection tools that are advisory and not a guarantee of any outcome.
We may, at our discretion and without prior notice, decline, delay, hold, reverse, or refund any Transaction, place limits on Transaction volumes or values, suspend portions of the Services, or require additional verification of you or your Customers, in each case where we reasonably believe the Transaction or the underlying account presents an elevated risk of fraud, Chargebacks, illicit activity, network non-compliance, or harm to securepayAPI, our partners, or third parties.
You shall implement and maintain reasonable controls to detect and prevent fraud, including monitoring of your Transaction patterns, refund and Chargeback rates, and customer communications. You shall cooperate fully with any investigation we conduct.
7.Settlement, Reserves & Holdbacks
7.1 Settlement
Subject to these Terms, we will initiate transfer of Settlement Funds to your Settlement Account on a recurring basis described in your dashboard. Settlement timing depends on the Card Network, your country, your underwriting profile, and the underlying Transaction type. Network and bank settlement cycles are outside our control; we do not guarantee any specific settlement time.
Settlement Funds equal the gross amount of approved Transactions less Refunds, Chargebacks, Fees, taxes, Reserves, fines, penalties, and any other amounts owed by you to securepayAPI or to third parties through securepayAPI. We may net these amounts from current or future Settlement Funds at any time.
7.2 Reserves and Holdbacks
To secure your obligations under these Terms — including potential Refunds, Chargebacks, fines, assessments, fees, and other liabilities — you grant securepayAPI a security interest in, and the right to set off against, all funds owed to you in connection with the Services.
We may establish a Reserve at any time, in our sole discretion, by withholding a percentage of your gross Transaction volume on a rolling basis (a rolling reserve), by holding a fixed dollar amount (a fixed reserve), or by combining these approaches. We will notify you through the dashboard of the Reserve amount, the basis on which it is calculated, and the period for which it will be held. Reserves are typically held for one hundred eighty (180) days following the Transaction or such longer period as may be required by the Network Rules, by our risk assessment, or by law.
We may increase, decrease, or release a Reserve at any time. Reserves do not bear interest and are not segregated from our general operating funds, except as required by applicable law or our banking partners.
7.3 Debit Authorization
You authorize securepayAPI to initiate ACH debits, wire transfers, or other electronic debits against your Settlement Account (and any other bank account you designate) to collect any amounts you owe under these Terms, including Refunds, Chargebacks, Fees, fines, assessments, and Reserve top-ups. If we are unable to collect amounts owed, you will pay us promptly upon demand. Past-due amounts accrue interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law.
7.4 Inactive Accounts and Unclaimed Funds
If your account is inactive for an extended period and we are unable to deliver Settlement Funds, the funds may become subject to applicable unclaimed-property laws and remitted to the appropriate state authority.
8.Fees, Pricing & Taxes
You agree to pay the Fees displayed in your dashboard or set out in any written order form. Fees include per-Transaction processing fees, currency-conversion fees, Chargeback fees, dispute fees, network assessments, retrieval-request fees, and other amounts attributable to your activity on the Services. Network and interchange fees passed through from Card Networks may change without notice when the Card Networks change their schedules.
Unless otherwise stated, Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, and similar taxes and duties imposed on the Services (other than taxes on our net income). If we are required to collect a tax for which you are responsible, we may add it to your invoice or net it from your Settlement Funds.
We may modify Fees at any time on at least thirty (30) days' prior notice through the dashboard or by email, except for pass-through changes (which take effect immediately) and changes that reduce your Fees (which may take effect immediately).
9.Chargebacks, Refunds & Disputes
You are financially responsible for all Chargebacks and Refunds arising from Transactions processed under your account, regardless of the reason. We will debit Chargeback amounts (plus the applicable Chargeback fee) from your Settlement Funds, your Reserve, or your Settlement Account.
You may submit evidence to dispute a Chargeback through the dashboard within the window set by the Network Rules. securepayAPI will forward your evidence to the Acquirer and Card Network but does not guarantee any outcome. Network determinations are final.
You shall maintain a Chargeback ratio and Refund ratio below the thresholds set by the Card Networks. Excessive Chargeback or Refund ratios may result in increased Reserves, monitoring fees, fines or assessments levied by the Card Networks (which we will pass through), or suspension or termination of the Services.
You shall publish a clear refund and cancellation policy on your website and present it at the point of sale. You shall promptly issue Refunds where required by your policy or by applicable law.
10.Card Network Rules & PCI DSS
You agree to comply with the Network Rules applicable to your business, as amended from time to time. The Network Rules are extensive and binding even where they conflict with these Terms; in case of conflict, the Network Rules control. Summaries of certain Network Rules are available from the Card Networks (for example, Visa Core Rules and Mastercard Rules).
You shall comply with the Payment Card Industry Data Security Standard (PCI DSS) at all times. Where you store, transmit, or process cardholder data, you shall complete applicable PCI DSS validation activities and provide evidence of compliance upon our request.
You shall not use the Services in a way that requires you to come into possession of full card numbers (PAN), CVV/CVC codes, or full magnetic-stripe data unless your integration is designed for that purpose and you maintain a current PCI DSS Attestation of Compliance. Tokenized references provided by securepayAPI are not cardholder data and may be stored freely subject to your security obligations.
11.Data, Privacy & Security
Our processing of Personal Data in connection with the Services is governed by our Privacy Policy and, where applicable, our Data Processing Addendum, which is incorporated into these Terms by reference.
With respect to Customer Data: (i) you act as the data controller (or business) and we act as the data processor (or service provider) when we Process Customer Data on your behalf to provide the Services to you; and (ii) we act as an independent data controller (or business) for our own legitimate purposes, including fraud prevention, regulatory reporting, network compliance, and improving the Services.
You shall: (a) provide accurate and timely privacy disclosures to your Customers; (b) obtain all consents and authorizations required for us to process Customer Data on your behalf; and (c) implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data.
We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. We will notify you of a Security Incident affecting your Customer Data without undue delay, in accordance with applicable law and the DPA.
12.Intellectual Property
securepayAPI and its licensors retain all right, title, and interest in and to the Services, the Documentation, the securepayAPI brand and logos, and all related intellectual property. No rights are granted to you other than those expressly set out in these Terms.
You retain all right, title, and interest in your Customer Data and your business content submitted to the Services. You grant securepayAPI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process such content as necessary to provide the Services and to comply with our legal obligations. You also grant us the right to use aggregated and de-identified data derived from your use of the Services for analytics, security, fraud prevention, and product improvement.
You may publicly state that you use the Services and use our logos in accordance with our brand guidelines. We may identify you as a customer in our marketing materials and on our website unless you opt out by emailing legal@securepayapi.com.
13.Confidentiality
“Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including pricing, technical information, security details, business plans, and Customer Data.
The receiving party shall: (i) use Confidential Information only to perform its obligations and exercise its rights under these Terms; (ii) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, but in no event less than a reasonable degree of care; and (iii) limit access to Confidential Information to its employees, contractors, and Affiliates with a need to know who are bound by confidentiality obligations no less protective.
The receiving party may disclose Confidential Information to the extent required by law or legal process, provided that it gives the disclosing party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.
14.Term, Suspension & Termination
14.1 Term
These Terms take effect when you first accept them and continue until terminated under this Section.
14.2 Termination by You
You may close your account and terminate these Terms at any time through the dashboard or by notifying us in writing at legal@securepayapi.com. Termination does not relieve you of obligations that have accrued before termination.
14.3 Termination or Suspension by Us
We may suspend or terminate the Services, your account, or these Terms in whole or in part, with or without prior notice, if: (a) you breach these Terms, the AUP, the Documentation, or the Network Rules; (b) we reasonably believe your activity poses a risk of fraud, loss, regulatory action, or reputational harm to securepayAPI, our partners, or third parties; (c) we are required to do so by law, court order, regulator, Card Network, or banking partner; (d) you become subject to insolvency proceedings or are unable to pay your debts as they come due; or (e) for convenience on at least thirty (30) days' prior notice.
14.4 Effect of Termination
Upon termination: (i) your right to use the Services ceases immediately; (ii) you remain responsible for all amounts owed (including Refunds, Chargebacks, Fees, fines, and assessments) accrued before, on, or after termination; and (iii) we may continue to hold Reserves for the period described in Section 7 to cover post-termination liabilities. We will return any remaining Reserve balance after such period, less any amounts owed.
14.5 Survival
Sections 7 (Settlement, Reserves & Holdbacks), 8 (Fees), 9 (Chargebacks), 11 (Data), 12 (IP), 13 (Confidentiality), 14.4 and 14.5 (Termination effect and Survival), 15 (Reps), 16 (Liability), 17 (Indemnification), 18 (Disputes), and 19 (General) survive termination.
15.Representations & Warranties
You represent and warrant on a continuing basis that:
- you are duly organized, validly existing, and in good standing under the laws of your jurisdiction of formation;
- you have full right, power, and authority to enter into and perform these Terms;
- your acceptance of these Terms and use of the Services do not violate any other agreement to which you are a party or any law or order applicable to you;
- all information you have provided and will provide to securepayAPI (including in onboarding) is and will remain true, accurate, complete, and not misleading;
- you will comply with all laws, regulations, and Network Rules applicable to your business and to the Transactions; and
- you will not use the Services in a manner that causes us or our partners to be in breach of the Network Rules or applicable law.
16.Disclaimers & Limitation of Liability
16.1 Disclaimer
Except as expressly set forth in these Terms, the Services are provided “as is” and “as available”, and securepayAPI disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising out of any course of dealing or usage of trade. securepayAPI does not warrant that the Services will be uninterrupted, error-free, secure, or that defects will be corrected.
16.2 Exclusion of Indirect Damages
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenues, lost business, lost data, or business interruption, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages and regardless of the legal theory of liability.
16.3 Cap on Direct Damages
To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to these Terms or the Services will not exceed the total Fees paid or payable by you to securepayAPI in the twelve (12) months immediately preceding the event giving rise to the claim.
16.4 Exclusions from Cap
The limits in Sections 16.2 and 16.3 do not apply to: (a) your payment obligations under Sections 7, 8, and 9 (Settlement, Reserves, Fees, Refunds, Chargebacks, fines, and assessments); (b) either party's indemnification obligations under Section 17; (c) either party's breach of confidentiality obligations under Section 13 (other than breaches involving Customer Data, which are subject to the cap in 16.3); or (d) liability that cannot be limited under applicable law.
17.Indemnification
You will defend, indemnify, and hold harmless securepayAPI, its Affiliates, and their respective officers, directors, employees, agents, Acquirers, sponsor banks, and Card Networks (collectively, the “Indemnitees”) from and against any third-party claim, demand, loss, damage, fine, penalty, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms, the AUP, or the Network Rules; (b) any Transaction processed under your account or any related dispute, Chargeback, Refund, or fraud; (c) your goods, services, marketing, or business operations; (d) infringement or misappropriation of intellectual property by your business or content; or (e) your violation of any law or third-party right.
securepayAPI will: (i) promptly notify you of the claim; (ii) give you sole control of the defense and settlement (provided that any settlement requiring an Indemnitee to admit liability or pay money requires the Indemnitee's prior consent); and (iii) provide reasonable cooperation at your expense.
18.Dispute Resolution; Arbitration; Class Waiver
18.1 Informal Resolution
Before initiating any formal proceeding, the parties shall first attempt in good faith to resolve any dispute by sending a written notice describing the dispute and the relief sought to legal@securepayapi.com (for securepayAPI) or to the Merchant's notice address on file (for the Merchant). The parties shall negotiate in good faith for at least sixty (60) days before either party may commence arbitration.
18.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wake County, North Carolina, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or to prevent irreparable harm pending the outcome of arbitration.
18.3 Class Action Waiver
The parties agree that each may bring claims against the other only in their individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Unless both parties agree in writing, the arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding.
18.4 Jury Trial Waiver
To the maximum extent permitted by law, each party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the Services.
18.5 Governing Law
These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles, and by applicable U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.6 Limitation Period
Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action arose, or it will be permanently barred.
19.General Provisions
19.1 Entire Agreement
These Terms, together with the Privacy Policy, AUP, DPA (if applicable), Prohibited Businesses list, the Documentation, and any order form, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations.
19.2 Order of Precedence
In the event of a conflict, the following order of precedence applies: (i) the Network Rules; (ii) any applicable order form executed by both parties; (iii) these Terms; (iv) the AUP, DPA, and Prohibited Businesses list; and (v) the Documentation.
19.3 Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. securepayAPI may assign these Terms in whole or in part without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets.
19.4 Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
19.5 No Third-Party Beneficiaries
Except for the Indemnitees identified in Section 17 and our Acquirers and Card Networks where expressly stated, these Terms do not create any third-party beneficiary rights.
19.6 Force Majeure
Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications outages, denial-of-service attacks, or pandemics.
19.7 Notices
We may give notices to you by email to the address associated with your account, by posting in the dashboard, or by any other reasonable means. You shall give notices to us in writing, by email to legal@securepayapi.com or by postal mail to Lumiria LLC, 1451 Richardson Rd. Ste. 109 #127, Apex, NC 27523, USA.
19.8 Severability; Waiver
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. Failure or delay by either party to enforce any provision is not a waiver of that provision.
19.9 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.
20.Contact
Questions about these Terms or the Services should be addressed to:
Lumiria LLC d/b/a securepayAPI
1451 Richardson Rd. Ste. 109 #127, Apex, NC 27523, USA
Email: legal@securepayapi.com
Phone: +1 844 680 0679